TORONTO, Aug. 16,
2022 /CNW/ - United Corporations Limited
(TSX: UNC) (TSX: UNC.PR.A) (TSX: UNC.PR.B)
(TSX: UNC.PR.C) (the "Company") announced today its
intention to commence a substantial issuer bid (the "Offer")
pursuant to which the Company will offer to purchase up to
$50,000,000 in value of its
outstanding common shares (the "Shares") from holders of
Shares (the "Shareholders") for cash. As of August 16, 2022, there were 12,056,593 Shares
issued and outstanding. The Offer would be for approximately 4.6%
of the total number of issued and outstanding Shares if the
purchase price is determined to be $90.00 (which is the minimum price per Share
under the Offer) or approximately 3.8% of the total number of
issued and outstanding Shares if the purchase price is determined
to be $110.00 (which is the maximum
price per Share under the Offer).
The Offer will proceed by way of a "modified Dutch auction".
Holders of Shares wishing to tender to the Offer will be entitled
to do so pursuant to: (i) auction tenders in which they will
specify the number of Shares being tendered at a price of not less
than $90.00 and not more than
$110.00 per Share in increments of
$1.00 per Share, or (ii) purchase
price tenders in which they will not specify a price per Share, but
will rather agree to have a specified number of Shares purchased at
the purchase price to be determined by auction tenders.
The purchase price to be paid by the Company for each validly
deposited Share will be based on the number of Shares validly
deposited pursuant to auction tenders and purchase price tenders,
and the prices specified by Shareholders making auction tenders.
The purchase price will be the lowest price which enables the
Company to purchase the maximum number of Shares not exceeding an
aggregate of $50,000,000 in
value based on valid auction tenders and purchase price
tenders, determined in accordance with the terms of the Offer.
Shares deposited at or below the finally determined purchase price
will be purchased at such purchase price. Shares that are not taken
up in connection with the Offer, including Shares deposited
pursuant to auction tenders at prices above the purchase price,
will be returned to the Shareholders.
If the aggregate purchase price for Shares validly tendered
pursuant to auction tenders and purchase price tenders is greater
than the amount available for auction tenders and purchase price
tenders, the Company will purchase Shares from the holders of
Shares who made purchase price tenders or tendered at or below the
finally determined purchase price on a pro rata basis, except that
"odd lot" holders (holders of less than 100 Shares) will not be
subject to proration.
The Offer will commence on August
22, 2022 and expire at 5:00 p.m.
(Eastern time) on September 26, 2022 (the
"Expiration Time"), unless withdrawn or extended. The Offer
will not be conditional upon any minimum number of Shares
being tendered. The Offer will, however, be subject to other
conditions and the Company will reserve the right, subject to
applicable laws, to withdraw or amend the Offer, if, at any time
prior to the payment of deposited Shares, certain events occur.
The closing price of the Shares on the TSX on August 16, 2022, the last full trading day prior
to the Company's announcement of its intention to make the Offer,
was $93.00.
The Board of Directors of the Company believes that the Offer is
a prudent use of the Company's financial resources given the
Company's business profile and assets, the current market price of
the Shares and the Company's ongoing cash requirements. The Board
of Directors of the Company also believes the Offer will provide
Shareholders with the option to access additional liquidity with
respect to their Shares. The Offer provides United with the
opportunity to return up to $50,000,000 of capital to Shareholders who elect
to tender while at the same time increasing the proportionate share
ownership of Shareholders who elect not to tender.
Details of the Offer, including instructions for tendering
Shares to the Offer and the factors considered by the Board of
Directors in making its decision to approve the Offer, will be
included in the formal offer to purchase and issuer bid circular
and other related documents (the "Offer Documents"),
which are expected to be mailed to Shareholders, filed with
applicable Canadian Securities Administrators and made available
free of charge on or about August 22, 2022 on SEDAR at
www.sedar.com. Shareholders should carefully read the Offer
Documents prior to making a decision with respect to the Offer.
The Board of Directors of the Company has obtained a liquidity
opinion from Cormark Securities Inc. ("Cormark") to the
effect that, based on and subject to the qualifications,
assumptions and limitations stated in such opinion, a liquid market
exists for the Shares as of the date hereof, and that it is
reasonable to conclude that, following the completion of the Offer
in accordance with its terms, there will be a market for the
holders of Shares who do not tender to the Offer that is not
materially less liquid than the market that existed at the time of
the making of the Offer. A copy of the opinion of Cormark
Securities Inc. will be included in the Offer Documents.
The Company has engaged Scotia Capital Inc.
("Scotiabank") to act as financial advisor and dealer
manager for the Offer. The Company has also engaged Computershare
Investor Services Inc. ("Computershare") to act as
depositary for the Offer.
The Board of Directors of the Company has approved the Offer.
However, none of the Company, its Board of Directors, Scotiabank,
Cormark or Computershare makes any recommendation to any
Shareholder as to whether to deposit or refrain from depositing
Shares under the Offer. Shareholders are urged to evaluate
carefully all information in the Offer, consult their own
financial, legal, investment and tax advisors and make their own
decisions as to whether to deposit Shares under the Offer, and, if
so, how many Shares to deposit and at what prices.
This press release is for informational purposes only and does
not constitute an offer to buy or the solicitation of offer to sell
Shares. The solicitation and the offer to buy Shares will only be
made pursuant to the formal offer to purchase, the issuer bid
circular and other related documents.
Any questions or requests for information regarding the Offer
should be directed to Computershare, as the depositary at:
416-263-9200, or Scotiabank, as the dealer manager at:
416-945-4642.
About United Corporations
Limited
The Company is a closed-end investment corporation that trades
on the Exchange. The Company has always been an investment vehicle
for long-term growth through investments in common equities, as
management believes that over long periods of time common equities,
as an asset class, will outperform fixed income instruments or
balanced funds. The equity investments in the portfolio reflect
investment opportunities world-wide. For more information, please
visit: https://www.ucorp.ca/.
Forward Looking
Statements
This press release may contain forward-looking information
within the meaning of applicable securities regulation. The words
"may", "will", "would", "should", "could", "expects", "plans",
"intends", "trends", "indications", "anticipates", "believes",
"estimates", "predicts", "likely" or "potential" or the negative or
other variations of these words or other comparable words or
phrases, are intended to identify forward-looking statements. These
statements include, without limitation, statements regarding the
Company's intentions and expectations with respect to the Offer,
the terms and conditions of the Offer, including the aggregate
number of Shares to be purchased for cancellation under the Offer
and the expected expiration date of the Offer, and purchases
thereunder and the effects of purchases under the Offer. Purchases
made under the Offer are not guaranteed and may be suspended at the
discretion of the Board of Directors. The Company believes the
expectations reflected in the forward-looking statements in this
press release are reasonable but no assurance can be given that
these expectations will prove to be correct and such forward-
looking statements should not be unduly relied upon.
Forward-looking information is based on a number of assumptions and
is subject to a number of risks and uncertainties that may cause
the results or events mentioned in this press release to differ
materially from those that are discussed in or implied by such
forward-looking information. These risks and uncertainties include,
but are not limited to, general, local economic, and business
conditions. All forward-looking information in this press release
speaks as of the date hereof. The Company does not undertake to
update any such forward-looking information whether as a result of
new information, future events or otherwise. Additional information
about these assumptions and risks and uncertainties is disclosed in
filings with securities regulators filed on SEDAR
(www.sedar.com).
For more information, please contact:1
Richard B. Carty
Corporate Secretary
United Corporations Limited
Telephone: (416) 947-2578
Fax: (416) 362-2592
Scott Ewert
Vice-President
United Corporations Limited
Telephone: (416) 947-2578
Fax: (416) 362-2592
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Note to Draft:
United to confirm contact information.
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SOURCE United Corporations Limited